Edgar Filing: HEARTLAND EXPRESS INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Gerdin Ann S

2. Issuer Name and Ticker or Trading Symbol
HEARTLAND EXPRESS INC [HTLD]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

901 NORTH KANSAS AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2014

(Street)

NORTH LIBERTY, IA 52317

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/15/2014		G		946,624 ⁽¹⁾	A	$ 0	8,175,730	D ⁽²⁾
Common Stock	02/18/2014		G		8,280 ⁽³⁾	D	$ 0	8,167,450	D ⁽²⁾
Common Stock	05/21/2014		G		364,832 ⁽¹⁾	A	$ 0	8,532,282	D ⁽²⁾
Common Stock	06/30/2014		G		286,624 ⁽¹⁾	A	$ 0	8,818,906	D ⁽²⁾
Common Stock	08/11/2014		G		487,780 ⁽¹⁾	A	$ 0	9,306,686	D ⁽²⁾
Common Stock	08/11/2014		G		181,307 ⁽¹⁾	A	$ 0	9,487,993	D ⁽²⁾
Common Stock	08/19/2014		G		164,205 ⁽¹⁾	A	$ 0	9,652,198	D ⁽²⁾
Common Stock	08/19/2014		G		442,442 ⁽¹⁾	A	$ 0	10,094,640	D ⁽²⁾
Common Stock	12/01/2014		G		160,213 ⁽¹⁾	A	$ 0	10,254,853	D ⁽²⁾
Common Stock	12/12/2014		G		918,165 ⁽¹⁾	A	$ 0	11,173,018	D ⁽²⁾
Common Stock	01/15/2015		G	V	887,407 ⁽¹⁾	A	$ 0	12,060,425	D ⁽²⁾
Common Stock								1,936,276	I ⁽⁴⁾	By LP

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Gerdin Ann S 901 NORTH KANSAS AVENUE NORTH LIBERTY, IA 52317		X

Signatures

/s/ Ann S. Gerdin, by Thomas Hill, attorney-in-fact, pursuant to POA previously filed		03/03/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Annuity distributions made from grantor retained annuity trusts with an independent trustee were made to Mrs. Gerdin's revocable trust.
(2)	Shares owned by the revocable trust of Mrs. Gerdin over which she serves as trustee.
(3)	A bona fide gift of 8,280 shares was made from Mrs. Gerdin's revocable trust.
(4)	Gerdin Family Investments, LP ("GFI" the "Limited Partnership") owns a voting trust certificate representing 1,936,276 shares of Heartland Express, Inc. Common Stock. Mrs. Gerdin is a general partner of the Limited Partnership. Although, the entire number of shares controlled by the Limited Partnership is disclosed herein (as permitted by SEC rules), Mrs. Gerdin disclaims beneficial ownership of shares in excess of the number attributable to her ownership interest. Mrs. Gerdin is not the voting trustee and has no power to vote with the shares in which the Limited Partnership has an interest.

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